Share and ownership

Dovre Group Plc has one class of shares. Dovre Group Plc shares are traded in the Nasdaq Helsinki stock exchange.

The company is not aware of any existing shareholder agreements.

Under the provisions of the Finnish Securities Markets Act shareholders of listed companies have an obligation to notify both the Finnish Financial Supervisory Authority and the listed company of changes in their holdings when their holdings:

• reach or exceed 5, 10, 15, 20, 25, 30, 50, or 90 percent or two thirds of the voting rights or the total number of shares in the company (disclosure thresholds).
• fall under 5, 10, 15, 20, 25, 30, 50, or 90 percent or two thirds of the voting rights or the total number of shares in the company (disclosure thresholds).

Notification of changes in holdings must be made without undue delay. Listed companies have an obligation to publicly disclose the information on the notification without undue delay.

The Board of Directors of Dovre Group Plc did commence repurchasing the company’s own shares on the basis of the authorization given by the Annual General Meeting held on March 30, 2017. The repurchases started on December 5, 2017 and ended on March 27, 2018.

The Annual General Meeting held on March 27, 2019 authorized the Board of Directors to decide on the repurchase of a maximum of 9,900,000 of the Company's own shares, which shall be repurchased in deviation from the proportion to the holdings of the shareholders using the non-restricted equity and acquired through public trading on the Nasdaq Helsinki Ltd at the share price prevailing at the time of acquisition. This number of shares corresponds to approximately a maximum of 10.0% of the total number of shares in the Company. The shares may be repurchased in order to be used as consideration in possible acquisitions or other arrangements related to the Company’s business, to finance investments or as part of the Company’s incentive program or to be held, otherwise conveyed or cancelled by the Company. The Board of Directors shall decide on other matters related to the repurchase of the Company's own shares. This repurchase authorization is valid until June 30, 2020, and revokes earlier repurchase authorizations.

The Annual General Meeting held on March 27, 2019 authorized the Board of Directors to decide on the issuance of new shares and/or the conveyance of own shares held by the Company and/or the granting of special rights referred to in Chapter 10, Section 1 of the Finnish Companies Act on the following conditions:

By virtue of the authorization, the Board may also decide on a directed issue of shares and special rights, i.e. waiving the pre-emptive subscription rights of the shareholders, under the requirements of the law. By virtue of the authorization, a maximum of 9,900,000 shares may be issued, corresponding to approximately a maximum of 10.0% of the Company’s existing shares.

The Board may use the authorization in one or more instalments. The Board may use the authorization to finance or conclude acquisitions or other arrangements, to strengthen the Company’s capital structure, to incentive programs or other purposes decided by the Board. The new shares may be issued or the Company’s own shares conveyed either against payment or free of charge. The new shares may also be issued as an issue without payment to the Company itself. The Board was authorized to decide on other terms of the issuance of shares and special rights. By virtue of the authorization, the Board of Directors may decide on the realization of the Company’s own shares possibly held by the Company as pledge.

The authorization is valid until June 30, 2020. The authorization revokes earlier authorizations to issue shares and grant option rights and other special rights entitling to shares.

The Board has not used the authorization to decide on the repurchase of its own shares. The Board of Directors used the authorization to decide on the issuance of new shares when it decided on the directed share issue to the sellers of Tech4Hire in June 2019 and in February 2020. A total of 7,112,275 shares could still be issued under this authorization.

(Updated March 4, 2020)